X0203 3/A 2008-09-29 2008-10-09 0 0001183765 THRESHOLD PHARMACEUTICALS INC THLD 0001178579 TANG KEVIN C 4401 EASTGATE MALL SAN DIEGO CA 92121 0 0 1 0 0001232621 TANG CAPITAL MANAGEMENT LLC 4401 EASTGATE MALL SAN DIEGO CA 92121 0 0 1 0 0001191935 TANG CAPITAL PARTNERS LP 4401 EASTGATE MALL SAN DIEGO CA 92121 0 0 1 0 Common Stock 736405 I By LP Common Stock 49515 I As Trustee Common Stock 4716 D On October 9, 2008, the reporting person mistakenly filed a Form 3 reporting the ownership of 1,400,988 shares of Common Stock by Tang Capital Partners, LP. As explained in footnote 2 and 3, Tang Capital Partners, LP only owned 736,405 shares of common stock on September 29, 2008 and therefore should not have filed a Form 3. Tang Capital Partners, LP ("TCP") held shares of the Issuer in an account at Lehman Brothers International (Europe) ("LBIE"). On September 15, 2008 LBIE was placed into administration under United Kingdom law and four partners of PriceWaterhouseCoopers LLP were appointed as joint administrators (the "Joint Administrators"). The Joint Administrators have advised us that most of TCP's shares were rehypothecated. Certain non-rehypothecated shares were also held at LBIE and the timing and likelihood of the return is uncertain. The Joint Administrators and UK counsel have further advised that LBIE's customers will not be able to recover rehypothecated shares, but instead will be entitled to a general unsecured claim with respect to such shares. Accordingly, TCP in this filing has reduced the number of shares of the Issuer held by TCP to the extent such shares were held at LBIE. By making this filing, TCP does not waive any argument that it is entitled to recover such shares and expressly reserves such arguments. The securities are held by Tang Capital Partners, LP. Kevin C. Tang is the sole manager of Tang Capital Management, LLC, which is the general partner of Tang Capital Partners, LP. Mr. Tang disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The securities are held by Kevin C. Tang as custodian for his minor children, as Trustee of the Tang Family Trust, and as Trustee of the Tang Advisors, LLC Profit Sharing Plan. The securities are held by Kevin C. Tang's IRA. /s/ Kevin C. Tang 2008-11-12 /s/ Kevin C. Tang, Managing Member 2008-11-12 /s/ Kevin C. Tang, as Managing Member of Tang Capital Management, LLC, General Partner 2008-11-12